v3.25.2
Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is in the process of evaluating the impacts of OBBBA and the results of which will be recognized in the financial statements during the period of enactment.

On July 10, 2025, the Company and Brookfield entered into Amendment No. 1 to the Brookfield Framework Agreement (the “Amended Brookfield Framework Agreement”) to extend the end date of the initial term from October 2, 2027 to December 3, 2028.

Additionally, on July 10, 2025, the Company and Brookfield entered into Amendment No. 1 to the Brookfield Loan (the “Amended Brookfield Loan Agreement”). Under the Amended Brookfield Loan Agreement, (i) the maturity date of the loan has been extended from October 3, 2027 to December 3, 2029 (the period from October 4, 2027 to December 3, 2029, the “extension period”), (ii) interest will accrue on a daily basis on the unpaid principal balance of the loan at (a) 8% per annum, payable quarterly in cash, from October 4, 2027 through and including December 3, 2028 and (b) 12% per annum, payable quarterly in cash, from December 4, 2028 through and including December 3, 2029 and (iii) during the extension period, the deemed repayment provisions set forth in the Loan Agreement associated with equity funding required for qualifying projects will not apply to eligible projects under the Amended Brookfield Framework Agreement with respect to which Brookfield has (or is deemed to have) delivered a rejection notice.

On August 15, 2025,the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to (1) decrease the par value of the Company’s common stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of common stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m. Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock and proportionately decrease the number of authorized shares of common stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m. Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”). The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025).

At the Reverse Split Effective Time, every 100 shares of the Company’s issued and outstanding common stock were automatically reclassified and combined into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split were
rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments were made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards. With respect to the Company’s warrants, every 100 shares of common stock that may be purchased pursuant to the exercise of warrants prior to the Reverse Split Effective Time represent one share of common stock that may be purchased pursuant to such warrants following the Reverse Split Effective Time. Correspondingly, the exercise price per share of such warrants has been proportionately increased, such that the exercise price per share of such warrants immediately following the Reverse Stock Split is $1,150, which equals the product of 100 multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

The Company’s common stock and public warrants began trading on a post-split basis at market open on August 19, 2025, and continue to be traded on the Nasdaq Capital Market under the symbols “LNZA” and “LNZAW”, respectively. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 51655R200. The CUSIP number for the Company’s public warrants has not changed.

Additionally, on August 15, 2025, the Company filed with the Delaware Secretary of State a Restated Certificate of Incorporation (the “Restated Charter”) that became effective at 5:01 p.m. Eastern Time on August 18, 2025. The Restated Charter (1) reflects the Charter Amendments(other than the Authorized Share Increase, which was superseded by the Proportionate Authorized Share Decrease), and (2) otherwise merely restates and integrates but does not further amend the Company’s Second Amended and Restated Certificate of Incorporation as theretofore amended or supplemented. The Restated Charter was adopted by the Board of Directors of the Company without a vote of stockholders of the Company pursuant to Section 245 of the Delaware General Corporation Law.

The foregoing description of the Restated Charter does not purport to be complete and is qualified in its entirety by the full text of the Restated Charter, which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.